Common use of Brokers and Advisors Clause in Contracts

Brokers and Advisors. (a) Purchaser represents and warrants to Seller that it has not dealt or negotiated with, or engaged on its own behalf or for its benefit, any broker, finder, consultant, advisor, or professional in the capacity of a broker or finder (each a “Broker”) in connection with this Agreement or the transactions contemplated hereby other than CBRE, Inc. (“Seller’s Broker”). Purchaser hereby agrees to indemnify, defend and hold Seller and the other Seller Parties, and any successors or assigns of the foregoing harmless from and against any and all claims, demands, causes of action, losses, costs and expenses (including reasonable attorneys’ fees, court costs and disbursements) arising from any claim for any commission, fees or other compensation or reimbursement for expenses made by any Broker (other than Seller’s Broker) engaged by or claiming to have dealt with Purchaser in connection with this Agreement or the transactions contemplated hereby. Seller shall pay, or cause Coach, Inc. to pay, all commissions, fees, or other compensation or reimbursement due to Seller’s Broker pursuant to a separate agreement. (b) Seller represents and warrants to Purchaser that it has not dealt or negotiated with, or engaged on its own behalf or for its benefit, any Broker (other than Seller’s Broker) in connection with this Agreement or the transactions contemplated hereby. Seller hereby agrees to indemnify, defend and hold Purchaser and its direct and indirect shareholders, officers, directors, partners, principals, members, employees, agents, contractors and any successors or assigns of the foregoing, harmless from and against any and all claims, demands, causes of action, losses, costs and expenses (including reasonable attorneys’ fees, court costs and disbursements) arising from any claim for commission, fees or other compensation or reimbursement for expenses made by any Broker engaged by or claiming to have dealt with Seller in connection with this Agreement or the transactions contemplated hereby, including, without limitation, Seller’s Broker. (c) The provisions of this Section 14 shall survive the Closing or earlier termination of this Agreement.

Brokers and Advisors. (a) Purchaser represents and warrants to Seller that it Purchaser has not dealt or negotiated with, or engaged on its own behalf or for its benefit, any broker, finder, consultant, advisor, or professional in the capacity of a broker or finder (each a “Broker”) in connection with this Agreement or the transactions contemplated hereby other than CBRE, Inc. (“Seller’s Broker”)hereby. Purchaser hereby agrees to indemnify, defend and hold Seller and the other Seller Parties, and any successors or assigns of the foregoing Parties harmless from and against any and all claims, demands, causes of action, losses, costs and expenses (including reasonable attorneys’ fees, court costs and disbursements) arising from any claim for any commission, fees or other compensation or reimbursement for expenses made by any Broker (other than Seller’s Broker) engaged by or claiming to have dealt with Purchaser in connection with this Agreement or the transactions contemplated hereby. Seller shall pay, or cause Coach, Inc. to pay, all commissions, fees, or other compensation or reimbursement due to Seller’s Broker pursuant to a separate agreement. (b) Seller represents and warrants to Purchaser that it Seller has not dealt or negotiated with, or engaged on its own behalf or for its benefit, any Broker (other than Seller’s Broker) in connection with this Agreement or the transactions contemplated hereby. Seller hereby agrees to indemnify, defend and hold Purchaser and its direct and indirect shareholders, officers, directors, partners, principals, members, employees, agents, contractors and any successors or assigns of the foregoing, harmless from and against any and all claims, demands, causes of action, losses, costs and expenses (including reasonable attorneys’ fees, court costs and disbursements) arising from any claim for commission, fees or other compensation or reimbursement for expenses made by any Broker engaged by or claiming to have dealt with Seller in connection with this Agreement or the transactions contemplated hereby, including, without limitation, Seller’s Broker. (c) The provisions of this Section 14 18 shall survive the Closing or earlier the termination of this AgreementAgreement until the Survival Date set forth in Section 41 (Survival) hereof.

Brokers and Advisors. (a) Purchaser represents and warrants to Seller Owner that it has not dealt or negotiated with, or engaged on its own behalf or for its benefit, any broker, finder, consultant, advisor, or professional in the capacity of a broker or finder (each a “"Broker”") in connection with this Agreement or the transactions contemplated hereby other than CBRE, Inc. (“Seller’s Broker”)hereby. Purchaser hereby agrees to indemnify, defend and hold Seller Owner and the other Seller Parties, and any successors or assigns of the foregoing Owner Related Parties harmless from and against any and all claims, demands, causes of action, losses, costs and expenses (including reasonable attorneys’ ' fees, court costs and disbursements) arising from any claim for any commission, fees or other compensation or reimbursement for expenses made by any a Broker (other than Seller’s Broker) engaged by or claiming to have dealt with Purchaser in connection with this Agreement or the transactions contemplated hereby. Seller shall pay, or cause Coach, Inc. to pay, all commissions, fees, or other compensation or reimbursement due to Seller’s Broker pursuant to a separate agreement. (b) Seller Except as set forth on Schedule P, Owner represents and warrants to Purchaser that it Owner has not dealt or negotiated with, or engaged on its their own behalf or for its their benefit, any Broker (other than Seller’s Broker) in connection with this Agreement or the transactions contemplated hereby. Seller Owner hereby agrees to indemnify, defend and hold Purchaser and its direct and indirect shareholders, officers, directors, trustees, partners, principals, members, employees, agents, contractors and any successors or assigns of the foregoing, harmless from and against any and all claims, demands, causes of action, losses, costs and expenses (including reasonable attorneys’ ' fees, court costs and disbursements) arising from any claim for commission, fees or other compensation or reimbursement for expenses made by any Broker engaged by or claiming to have dealt with Seller Owner in connection with this Agreement or the transactions contemplated hereby, including, without limitation, Seller’s Broker. (c) The provisions of this Section 14 shall survive the Closing or earlier termination of this Agreement.

Brokers and Advisors. (a) Purchaser represents and warrants to Seller that it has not dealt or negotiated with, or engaged on its own behalf or for its benefit, any broker, finder, consultant, advisor, or professional in the capacity of a broker or finder (each a an “BrokerAdvisor”) in connection with this Agreement or the transactions contemplated hereby hereby, other than CBRETranswestern, Inc. (“Seller’s Broker”)L.L.C., which shall be paid by Seller pursuant to a separate written agreement. Purchaser hereby agrees to indemnify, defend and hold Seller and the other Seller Parties, and any successors or assigns of the foregoing Related Parties harmless from and against any and all claims, demands, causes of action, losses, costs and expenses (including reasonable attorneys’ fees, court costs and disbursements) arising from any claim for any commission, fees or other compensation or reimbursement for expenses made by any Broker Advisor (other than Seller’s BrokerTranswestern, L.L.C.) engaged by or claiming to have dealt with Purchaser in connection with this Agreement or the transactions contemplated hereby. Seller shall pay, or cause Coach, Inc. to pay, all commissions, fees, or other compensation or reimbursement due to Seller’s Broker pursuant to a separate agreement. (b) Seller represents and warrants to Purchaser that it has not dealt or negotiated with, or engaged on its own behalf or for its benefit, any Broker (other than Seller’s Broker) Advisor in connection with this Agreement or the transactions contemplated hereby, other than Transwestern, L.L.C., which shall be paid by Seller as indicated in Section 16(a) hereof. Seller hereby agrees to indemnify, defend and hold Purchaser and its direct and indirect shareholders, officers, directors, partners, principals, members, employees, agents, contractors and any successors or assigns of the foregoing, harmless from and against any and all claims, demands, causes of action, losses, costs and expenses (including reasonable attorneys’ fees, court costs and disbursements) arising from any claim for commission, fees or other compensation or reimbursement for expenses made by any Broker Advisor (other than Transwestern, L.L.C.) engaged by or claiming to have dealt with Seller in connection with this Agreement or the transactions contemplated hereby, including, without limitation, Seller’s Broker. (c) The provisions of this Section 14 16 shall survive the Closing or earlier termination of this AgreementAgreement or the Closing.

Brokers and Advisors. (a) Purchaser represents and warrants to Seller that it has not dealt or negotiated with, or engaged on its own behalf or for its benefit, with any broker, finder, consultant, advisor, or professional in the capacity of a broker or finder (each a “Broker”) in connection with this Agreement or respect to the transactions contemplated hereby by this Agreement other than CBREXxxxx Xxxx LaSalle and LaSalle Investment Management, Inc. (“Seller’s Broker”)collectively, "JLL") and Xxxxxx-Xxxxxxxx, Inc. ("PURCHASER'S MORTGAGE BROKER") and Purchaser shall pay, or shall cause third parties other than Seller or its affiliates to pay, all fees due to Purchaser's Mortgage Broker in connection therewith, if any, pursuant to a separate agreement. Purchaser hereby agrees to shall indemnify, defend and hold Seller harmless from and against any claims by Purchaser's Mortgage Broker for any brokerage commission or other fee due to Purchaser's Mortgage Broker in connection with the other transactions contemplated by this Agreement. Purchaser shall also indemnify, defend and hold Seller Partiesharmless, and any successors or assigns of the foregoing harmless from and against any and all claimsloss, demandscost, causes of actiondamage, lossesclaim, costs liability and expenses expense (including reasonable attorneys’ ' fees, court costs ) resulting from a breach of the foregoing representation and disbursements) arising from any claim for any commission, fees or other compensation or reimbursement for expenses made by any Broker (other than Seller’s Broker) engaged by or claiming to have dealt with Purchaser in connection with this Agreement or the transactions contemplated hereby. Seller shall pay, or cause Coach, Inc. to pay, all commissions, fees, or other compensation or reimbursement due to Seller’s Broker pursuant to a separate agreementwarranty. (b) Seller represents and warrants to Purchaser that it has not dealt or negotiated with, or engaged on its own behalf or for its benefit, with any Broker (other than Seller’s Broker) in connection broker with this Agreement or respect to the transactions contemplated herebyby this Agreement other than JLL and Purchaser's Mortgage Broker and Seller shall pay all fees due to JLL in connection therewith pursuant to a separate agreement. Seller hereby agrees to shall indemnify, defend and hold Purchaser and its direct and indirect shareholdersharmless, officers, directors, partners, principals, members, employees, agents, contractors and any successors or assigns of the foregoing, harmless from and against any and all claimsloss, demandscost, causes of actiondamage, lossesclaim, costs liability and expenses expense (including reasonable attorneys’ fees, court costs and disbursements) arising from any claim for commission, fees or other compensation or reimbursement for expenses made by any Broker engaged by or claiming to have dealt with Seller in connection with this Agreement or the transactions contemplated hereby, including, without limitation, Seller’s Brokerreasonable attorneys' fees) resulting from a breach of the foregoing representation, warranty and covenant. (c) Purchaser shall be responsible for the payment of all professionals and advisors retained by Purchaser in connection with the transactions contemplated by this Agreement. Seller shall be responsible for the payment of all professionals and advisors retained by Seller in connection with the transactions contemplated by this Agreement. (d) The provisions of this Section 14 SECTION 5 shall survive the Closing or earlier termination of this Agreementfor a period without expiration.

Brokers and Advisors. (a) Purchaser represents and warrants to Seller that it has not dealt or negotiated with, or engaged on its own behalf or for its benefit, any broker, finder, consultant, advisor, or professional in the capacity of a broker or finder (each a “Broker”) in connection with this Agreement or the transactions contemplated hereby other than CBRECB Xxxxxxx Xxxxx, Inc. and Citigroup Global Markets Inc. (collectively, “Seller’s Broker”). Purchaser hereby agrees to indemnify, defend and hold Seller and the other Seller Parties, and any successors or assigns of the foregoing Parties harmless from and against any and all claims, demands, causes of action, losses, costs and expenses (including reasonable attorneys’ fees, court costs and disbursements) arising from any claim for any commission, fees or other compensation or reimbursement for expenses made by any Broker (other than Seller’s Broker) engaged by or claiming to have dealt with Purchaser in connection with this Agreement or the transactions contemplated hereby. Seller shall pay, or cause Coach, Inc. to pay, all commissions, fees, or other compensation or reimbursement due to Seller’s Broker pursuant to a separate agreement. (b) Seller represents and warrants to Purchaser that it has not dealt or negotiated with, or engaged on its own behalf or for its benefit, any Broker (other than Seller’s Broker) in connection with this Agreement or the transactions contemplated herebyhereby other than Seller’s Broker. Seller hereby agrees to indemnify, defend and hold Purchaser and its direct and indirect shareholders, officers, directors, partners, principals, members, employees, agents, contractors and any successors or assigns of the foregoing, harmless from and against any and all claims, demands, causes of action, losses, costs and expenses (including reasonable attorneys’ fees, court costs and disbursements) arising from any claim for commission, fees or other compensation or reimbursement for expenses made by any Broker (including Seller’s Broker) engaged by or claiming to have dealt with Seller in connection with this Agreement or the transactions contemplated hereby, including, without limitation, Seller’s Broker. (c) The provisions of this Section 14 shall survive the Closing or earlier termination of this AgreementAgreement or the Closing.

Brokers and Advisors. (a) Purchaser represents and warrants to Seller that it Purchaser has not dealt or negotiated with, or engaged on its own behalf or for its benefit, any broker, finder, consultant, advisor, or professional in the capacity of a broker or finder (each a “Broker”) in connection with this Agreement or the transactions contemplated hereby other than CBRE, Inc. The Ariel Group Realty Corp. (“Seller’s Broker”). Purchaser hereby agrees to indemnify, defend and hold Seller and the other Seller Parties, and any successors or assigns of the foregoing Parties harmless from and against any and all claims, demands, causes of action, losses, costs and expenses (including reasonable attorneys’ fees, court costs and disbursements) arising from any claim for any commission, fees or other compensation or reimbursement for expenses made by any Broker (other than Seller’s Broker) engaged by or claiming to have dealt with Purchaser in connection with this Agreement or the transactions contemplated hereby. Seller shall pay, or cause Coach, Inc. to pay, all commissions, fees, or other compensation or reimbursement due to Seller’s Broker pursuant to a separate agreement. (b) Seller represents and warrants to Purchaser that it Seller has not dealt or negotiated with, or engaged on its own behalf or for its benefit, any Broker (other than Seller’s Broker) in connection with this Agreement or the transactions contemplated herebyhereby other than Seller’s Broker. Seller hereby agrees to indemnify, defend and hold Purchaser and its direct and indirect shareholders, officers, directors, partners, principals, members, employees, agents, contractors and any successors or assigns of the foregoing, harmless from and against any and all claims, demands, causes of action, losses, costs and expenses (including reasonable attorneys’ fees, court costs and disbursements) arising from any claim for commission, fees or other compensation or reimbursement for expenses made by any Broker (including Seller’s Broker) engaged by or claiming to have dealt with Seller in connection with this Agreement or the transactions contemplated hereby, including, without limitation, . Seller shall pay Seller’s Broker a brokerage commission in respect of the sale of the Premises contemplated under this Agreement pursuant to a separate written agreement between Seller and Seller’s Broker. (c) The provisions of this Section 14 18 shall survive the Closing or earlier the termination of this AgreementAgreement until the Survival Date set forth in Section 41 (Survival) hereof.

Brokers and Advisors. (a) Purchaser represents and warrants to Seller that it has not dealt or negotiated with, or engaged on its own behalf or for its benefit, any broker, finder, consultant, advisor, or professional in the capacity of a broker or finder (each a “Broker”) in connection with this Agreement or the transactions contemplated hereby other than CBRE, Inc. (“Seller’s Broker”)hereby. Purchaser hereby agrees to indemnify, defend and hold Seller and the other Seller Partiesits direct and indirect shareholders, officers, directors, partners, principals, members, employees, agents, contractors and any successors or assigns of the foregoing foregoing, harmless from and against any and all claims, demands, causes of action, losses, costs and expenses (including reasonable attorneys’ feesfees of attorneys’ of Seller’s choosing, court costs and disbursements) arising from any claim for any commission, fees or other compensation or reimbursement for expenses made by any Broker (other than Seller’s Broker) engaged by or claiming to have dealt with Purchaser in connection with this Agreement or the transactions contemplated hereby. Seller shall pay, or cause Coach, Inc. to pay, all commissions, fees, or other compensation or reimbursement due to Seller’s Broker pursuant to a separate agreement. (b) Seller represents and warrants to Purchaser that (i) it has not dealt or negotiated with, or engaged on its own behalf or for its benefit, any Broker (other than Seller’s Broker) in connection with this Agreement or the transactions contemplated hereby. Seller hereby and agrees to indemnify, defend and hold Purchaser and its direct and indirect shareholders, officers, directors, partners, principals, members, employees, agents, contractors and any successors or assigns of the foregoing, harmless from and against any and all claims, demands, causes of action, losses, costs and expenses (including reasonable attorneys’ feesfees of attorneys’ of Seller’s choosing , court costs and disbursements) arising from any claim for commission, fees or other compensation or reimbursement for expenses made by any Broker engaged by or claiming to have dealt with Seller in connection with this Agreement or the transactions contemplated hereby, including, without limitation, hereby or otherwise incurred by Purchaser as a result of Seller’s Brokerbreach of its representations above. (c) The provisions of this Section 14 11 shall survive the Closing or earlier termination of this AgreementAgreement or the Closing.

Brokers and Advisors. (a) Purchaser represents and warrants to Seller that it has not dealt or negotiated with, or engaged on its own behalf or for its benefit, any broker, finder, consultant, advisor, or professional in the capacity of a broker or finder (each a “Broker”) in connection with this Agreement or the transactions contemplated hereby other than CBRE, Inc. (“Seller’s Broker”)hereby. Purchaser hereby agrees to indemnify, defend and hold Seller and the other Seller Parties, and any successors or assigns of the foregoing Parties harmless from and against any and all claims, demands, causes of action, losses, costs and expenses (including reasonable out-of-pocket attorneys’ fees, court costs fees and disbursements) arising from any claim for any commission, fees or other compensation or reimbursement for expenses made by any Broker (other than Seller’s Broker) engaged by or claiming to have dealt with Purchaser in connection with this Agreement or the transactions contemplated hereby. Seller shall pay, or cause Coach, Inc. to pay, all commissions, fees, or other compensation or reimbursement due to Seller’s Broker pursuant to a separate agreement. (b) Seller represents and warrants to Purchaser that it has not dealt or negotiated with, or engaged on its own behalf or for its benefit, any Broker (other than Seller’s Broker) in connection with this Agreement or the transactions contemplated hereby. Seller hereby agrees to indemnify, defend and hold Purchaser and its direct and indirect shareholders, officers, directors, partners, principals, members, employees, agents, contractors and any successors or assigns of the foregoingforegoing (collectively with Purchaser, the “Purchaser Parties”), harmless from and against any and all claims, demands, causes of action, losses, costs and expenses (including reasonable out-of-pocket attorneys’ fees, court costs fees and disbursements) arising from any claim for commission, fees or other compensation or reimbursement for expenses made by any Broker engaged by or claiming to have dealt with Seller in connection with this Agreement or the transactions contemplated hereby, including, without limitation, Seller’s Broker. (c) The provisions of this Section 14 shall survive the Closing or earlier termination of this AgreementAgreement or the Closing.

Brokers and Advisors. (a) Purchaser represents and warrants to Seller that it has not dealt or negotiated with, or engaged on its own behalf or for its benefit, any broker, finder, consultant, advisor, or professional in the capacity of a broker or finder (each a an “BrokerAdvisor”) in connection with this Agreement or the transactions contemplated hereby other than CBRE, Inc. (“Seller’s Broker”)hereby. Purchaser hereby agrees to indemnify, defend and hold Seller and the other Seller Parties, and any successors or assigns of the foregoing Related Parties harmless from and against any and all claims, demands, causes of action, losses, costs and expenses (including reasonable attorneys’ fees, court costs and disbursements) arising from any claim for any commission, fees or other compensation or reimbursement for expenses made by any Broker (other than Seller’s Broker) Advisor engaged by or claiming to have dealt with Purchaser in connection with this Agreement or the transactions contemplated hereby. Seller shall pay, or cause Coach, Inc. to pay, all commissions, fees, or other compensation or reimbursement due to Seller’s Broker pursuant to a separate agreement. (b) Seller represents and warrants to Purchaser that it has not dealt or negotiated with, or engaged on its own behalf or for its benefit, any Broker (other than Seller’s Broker) Advisor in connection with this Agreement or the transactions contemplated hereby. Seller hereby agrees to indemnify, defend and hold Purchaser and its direct and indirect shareholders, officers, directors, partners, principals, members, employees, agents, contractors and any successors or assigns of the foregoing, harmless from and against any and all claims, demands, causes of action, losses, costs and expenses (including reasonable attorneys’ fees, court court/arbitration costs and disbursements) arising from any claim for commission, fees or other compensation or reimbursement for expenses made by any Broker Advisor engaged by or claiming to have dealt with Seller in connection with this Agreement or the transactions contemplated hereby, including, without limitation, Seller’s Broker. (c) The provisions of this Section 14 9 shall survive the Closing or earlier termination of this AgreementAgreement or the Closing.

Brokers and Advisors. (a) Purchaser represents and warrants to Seller that it has not dealt or negotiated with, or engaged on its own behalf or for its benefit, any broker, finder, consultant, advisor, or professional in the capacity of a broker or finder (each a “"Broker”") in connection with DOC ID - 21031260.28 this Agreement or the transactions contemplated hereby other than CBREEastdil Secured, Inc. LLC (“the "Seller’s 's Broker”"). Purchaser Purchaser, hereby agrees to indemnify, defend and hold Seller and the other Seller Parties, and any successors or assigns of the foregoing Related Parties harmless from and against any and all claims, demands, causes of action, losses, costs and expenses (including reasonable attorneys’ ' fees, court costs and disbursements) arising from any claim for any commission, fees or other compensation or reimbursement for expenses made by any Broker (other than Seller’s 's Broker) engaged by or claiming to have dealt with Purchaser in connection with this Agreement or the transactions contemplated herebyhereby other than Seller's Broker. Seller shall pay, or cause Coach, Inc. Sellers agree to pay, all commissions, fees, pay Seller's Broker any commission or other compensation or reimbursement due to payment that Seller’s 's Broker may be entitled pursuant to a separate agreement. (b) Seller represents and warrants to Purchaser that it has not dealt or negotiated with, or engaged on its own behalf or for its benefit, any Broker (other than Seller’s Broker) in connection with this Agreement or the transactions contemplated herebyhereby other than Seller's Broker. Seller hereby agrees to indemnify, defend and hold Purchaser Purchaser, the Transferred Entities and its the JV Entities and their direct and indirect shareholders, officers, directors, partners, principals, members, employees, agents, contractors and any successors or assigns of the foregoing, harmless from and against any and all claims, demands, causes of action, losses, costs and expenses (including reasonable attorneys’ ' fees, court costs and disbursements) arising from any claim for commission, fees or other compensation or reimbursement for expenses made by any Broker (including Seller's Broker) engaged by or claiming to have dealt with Seller in connection with this Agreement or the transactions contemplated hereby, including, without limitation, Seller’s Broker. (c) The provisions of this Section 14 shall survive the Closing or earlier termination of this AgreementAgreement or the Closing.

Brokers and Advisors. (a) Purchaser represents and warrants to Seller that it has not dealt or negotiated with, or engaged on its own behalf or for its benefit, any broker, finder, consultant, advisor, or professional in the capacity of a broker or finder (each a “Broker”) in connection with this Agreement or the transactions contemplated hereby other than CBRE, Inc. (“Seller’s Broker”)Agreement. Purchaser hereby agrees to indemnify, defend and hold Seller and the other Seller Parties, and any successors or assigns of the foregoing harmless from and against any and all claims, demands, causes of action, losses, costs and expenses (including reasonable attorneys’ fees, court costs and disbursements) arising from any claim for any commission, fees or other compensation or reimbursement for expenses made by any Broker (other than Seller’s Broker) engaged by or claiming to have dealt with Purchaser in connection with this Agreement or the transactions contemplated hereby. Seller shall pay, or cause Coach, Inc. to pay, all commissions, fees, or other compensation or reimbursement due to Seller’s Broker pursuant to a separate agreement. (b) Seller represents and warrants to Purchaser that it has not dealt or negotiated with, or engaged on its own behalf or for its benefit, any Broker (other than Seller’s Broker) in connection with this Agreement or the transactions contemplated hereby. Seller hereby agrees to indemnify, defend and hold Purchaser and its direct and indirect shareholders, officers, directors, partners, principals, members, employees, agents, contractors and any successors or assigns of the foregoing, harmless from and against any and all claims, demands, causes of action, losses, costs and expenses (including reasonable attorneys’ fees, court costs and disbursements) arising from any claim for commission, fees or other compensation or reimbursement for expenses made by any Broker engaged by or claiming to have dealt with Seller in connection with this Agreement or the transactions contemplated hereby, including, without limitation, Seller’s Broker. (c) The provisions of this Section 14 shall survive the Closing or earlier termination of this AgreementAgreement or the Closing.

Brokers and Advisors. (a) Purchaser represents and warrants to Seller that it has not dealt or negotiated with, or engaged on its own behalf or for its benefit, any broker, finder, consultant, advisor, or professional in the capacity of a broker or finder (each a “"Broker”") in connection with this Agreement or the transactions contemplated hereby other than CBRE, Inc. (“Seller’s Broker”)hereby. Purchaser hereby agrees to indemnify, defend defend, pay and hold harmless Seller and the other Seller PartiesRelated Parties for, and any successors or assigns of the foregoing harmless from and against any and all claims, demands, causes of action, losses, costs and expenses (including reasonable attorneys’ ' fees, court costs and disbursements) arising from any claim for any commission, fees or other compensation or reimbursement for expenses made by any Broker (other than Seller’s Broker) engaged by or claiming to have dealt with Purchaser in connection with this Agreement or the transactions contemplated hereby. Seller shall pay, or cause Coach, Inc. to pay, all commissions, fees, or other compensation or reimbursement due to Seller’s Broker pursuant to a separate agreement.- 25 – (b) Seller represents and warrants to Purchaser that it has not dealt or negotiated with, or engaged on its own behalf or for its benefit, any Broker (other than Seller’s Broker) in connection with this Agreement or the transactions contemplated hereby. Seller hereby agrees to indemnify, defend and hold Purchaser and its direct and indirect shareholders, officers, directors, partners, principals, members, employees, agents, contractors and any successors or assigns of the foregoing, harmless from and against any and all claims, demands, causes of action, losses, costs and expenses (including reasonable attorneys’ ' fees, court costs and disbursements) arising from any claim for commission, fees or other compensation or reimbursement for expenses made by any Broker engaged by or claiming to have dealt with Seller in connection with this Agreement or the transactions contemplated hereby, including, without limitation, Seller’s Broker. (c) The provisions of this Section 14 shall survive the Closing or earlier termination of this AgreementAgreement or the Closing.

Brokers and Advisors. (a) Purchaser represents and warrants to Seller that it has not dealt or negotiated with, or engaged on its own behalf or for its benefit, any broker, finder, consultant, advisor, or professional in the capacity of a broker or finder (each a “"Broker”") in connection with this Agreement or the ------ transactions contemplated hereby other than CBRE, Inc. (“Seller’s Broker”)hereby. Purchaser hereby agrees to indemnify, defend and hold Seller and the other Seller Parties, and any successors or assigns of the foregoing harmless from and against any and all claims, demands, causes of action, losses, costs and expenses (including reasonable attorneys’ ' fees, court costs and disbursements) arising from any claim for any commission, fees or other compensation or reimbursement for expenses made by any Broker (other than Seller’s Broker) engaged by or claiming to have dealt with Purchaser in connection with this Agreement or the transactions contemplated hereby. Seller shall pay, or cause Coach, Inc. to pay, all commissions, fees, or other compensation or reimbursement due to Seller’s Broker pursuant to a separate agreement. (b) Seller represents and warrants to Purchaser that it has not dealt or negotiated with, or engaged on its own behalf or for its benefit, any Broker (other than Seller’s Broker) in connection with this Agreement or the transactions contemplated hereby. Seller hereby agrees to indemnify, defend and hold Purchaser and its direct and indirect shareholders, officers, directors, partners, principals, members, employees, agents, contractors and any successors or assigns of the foregoing, harmless from and against any and all claims, demands, causes of action, losses, costs and expenses (including reasonable attorneys’ ' fees, court costs and disbursements) arising from any claim for commission, fees or other compensation or reimbursement for expenses made by any Broker engaged by or claiming to have dealt with Seller in connection with this Agreement or the transactions contemplated hereby, including, without limitation, Seller’s Broker. (c) The provisions of this Section 14 13 shall survive the Closing or earlier ---------- termination of this Agreement.Agreement or the Closing. -28-

Brokers and Advisors. (a) Purchaser represents and warrants to Seller that it has not dealt or negotiated with, or engaged on its own behalf or for its benefit, any broker, finder, consultant, advisor, or professional in the capacity of a broker or finder (each a an “BrokerAdvisor”) in connection with this Agreement or the transactions contemplated hereby other than CBREhereby, Inc. (“Seller’s Broker”). Purchaser hereby agrees to indemnify, defend and hold Seller and the other Seller Parties, and any successors or assigns of the foregoing Related Parties harmless from and against any and all claims, demands, causes of action, losses, costs and expenses (including reasonable attorneys’ fees, court costs and disbursements, including without limitation those incurred in all bankruptcy and probate proceedings) arising from any claim for any commission, fees or other compensation or reimbursement for expenses made by any Broker (other than Seller’s Broker) Advisor engaged by or claiming to have dealt with Purchaser in connection with this Agreement or the transactions contemplated hereby. Seller shall pay, or cause Coach, Inc. to pay, all commissions, fees, or other compensation or reimbursement due to Seller’s Broker pursuant to a separate agreement. (b) Seller represents and warrants to Purchaser that it has not dealt or negotiated with, or engaged on its own behalf or for its benefit, any Broker (other than Seller’s Broker) Advisor in connection with this Agreement or the transactions contemplated hereby, other than Apartment Realty Advisors, which shall be paid by Seller pursuant to a separate written agreement. Seller hereby agrees to indemnify, defend and hold Purchaser and its direct and indirect shareholders, officers, directors, partners, principals, members, employees, agents, contractors and any successors or assigns of the foregoing, harmless from and against any and all claims, demands, causes of action, losses, costs and expenses (including reasonable attorneys’ fees, court costs and disbursements. including without limitation those incurred in all bankruptcy and probate proceedings) arising from any claim for commission, fees or other compensation or reimbursement for expenses made by any Broker Advisor engaged by or claiming to have dealt with Seller in connection with this Agreement or the transactions contemplated hereby, including, without limitation, Seller’s Broker. (c) The provisions of this Section 14 16 shall survive the Closing or earlier termination of this AgreementAgreement or the Closing.

Brokers and Advisors. (a) Purchaser represents and warrants to Seller that it has not dealt or negotiated with, or engaged on its own behalf or for its benefit, any broker, finder, consultant, advisor, or professional in the capacity of a broker or finder (each a “Broker”) in connection with this Agreement or the transactions contemplated hereby other than CBRE, Inc. hereby. Purchaser has engaged Heartland LLC (“SellerPurchaser’s BrokerAdvisor”)) to provide Purchaser with certain market research and due diligence advice in connection with the transaction contemplated under this Agreement, and Purchaser shall pay Purchaser’s Advisor’s fees pursuant to a separate written agreement. Purchaser hereby agrees to indemnify, defend and hold Seller and the other Seller Parties, and any successors or assigns of the foregoing Parties harmless from and against any and all claims, demands, causes of action, losses, costs and expenses (including reasonable attorneys’ fees, court costs and disbursements) arising from any claim for any commission, fees or other compensation or reimbursement for expenses made by Purchaser’s Advisor or by any Broker (other than Seller’s Broker) engaged by or claiming to have dealt with Purchaser in connection with this Agreement or the transactions contemplated hereby. Seller shall pay, or cause Coach, Inc. to pay, all commissions, fees, or other compensation or reimbursement due to Seller’s Broker pursuant to a separate agreement. (b) Seller represents and warrants to Purchaser that it has not dealt or negotiated with, or engaged on its own behalf or for its benefit, any Broker (other than Seller’s Broker) in connection with this Agreement or the transactions contemplated hereby. Seller hereby agrees to indemnify, defend and hold Purchaser and its direct and indirect shareholders, officers, directors, partners, principals, members, employees, agents, contractors and any successors or assigns of the foregoing, harmless from and against any and all claims, demands, causes of action, losses, costs and expenses (including reasonable attorneys’ fees, court costs and disbursements) arising from any claim for commission, fees or other compensation or reimbursement for expenses made by any Broker engaged by or claiming to have dealt with Seller in connection with this Agreement or the transactions contemplated hereby, including, without limitation, Seller’s Broker. (c) The provisions of this Section 14 13 shall survive the Closing or earlier termination of this AgreementAgreement or the Closing.

Brokers and Advisors. (a) Purchaser represents and warrants to Seller that it has not dealt or negotiated with, or engaged on its own behalf or for its benefit, any broker, finder, consultant, advisor, or professional in the capacity of a broker or finder (each each, a “"Broker”") in connection with this Agreement or the transactions contemplated hereby other than CBRECB Xxxxxxx Xxxxx, Inc. (“"Seller’s 's Broker”"). Purchaser hereby agrees to indemnify, defend and hold Seller and the other Seller Parties, and any successors or assigns of the foregoing Related Parties harmless from and against any and all claims, demands, causes of action, losses, costs and expenses (including reasonable attorneys’ ' fees, court costs and disbursements) arising from any claim for any commission, fees or other compensation or reimbursement for expenses made by any Broker (other than Seller’s 's Broker) engaged by or claiming to have dealt with Purchaser in connection with this Agreement or the transactions contemplated hereby. Seller shall pay, or cause Coach, Inc. to pay, all commissions, fees, or other compensation or reimbursement due to pay Seller’s 's Broker a commission in connection with the consummation of the transaction contemplated by this Agreement pursuant to a separate agreementwritten agreement between Seller and Seller's Broker and Purchaser shall have no liability therefor under any circumstances. (b) Seller represents and warrants to Purchaser that it has not dealt or negotiated with, or engaged on its own behalf or for its benefit, any Broker (other than Seller’s Broker) in connection with this Agreement or the transactions contemplated herebyhereby (other than Seller's Broker). Seller hereby agrees to indemnify, defend and hold Purchaser and its direct and indirect shareholders, officers, directors, partners, principals, members, employees, agents, contractors and any successors or assigns of the foregoing, harmless from and against any and all claims, demands, causes of action, losses, costs and expenses (including reasonable attorneys’ ' fees, court costs and disbursements) arising from any claim for commission, fees or other compensation or reimbursement for expenses made by any Broker (including Seller's Broker) engaged by or claiming to have dealt with Seller in connection with this Agreement or the transactions contemplated hereby, including, without limitation, Seller’s Broker. (c) The provisions of this Section 14 15 shall survive the Closing or earlier termination of this AgreementAgreement or the Closing.